Little Moment: As Old As You Feel
by Erico
Summary: After Vilgax's attack on Phoenix in June of 2000, a traumatized Ben 10 journeys to Azmuth to have the watch removed at long last. While Ben and Gwen share their first and last alien sunset, their grandfather and the genius behind the Omnitrix have a moment of their own to reflect. And feel their age. A small companion piece to Little Moments, written with Shadows59's blessing.


_**Little Moment: As Old As You Feel**_

A Companion Piece to Shadows59's Little Moments

By Eric "Erico" Lawson

 _ **With thanks to Shadows59 for his excellent storytelling.**_

* * *

 _During Chapter 22: A Long Way From Home_

Evolution was a comedian. Of all the intelligent species throughout the galaxy, the Galvan were considered to be at the apex of the ladder, followed closely behind by the Cerebrocrustaceans. The most intelligent, technologically advanced species in the galaxy were tiny, yellow-eyed and gray skinned creatures. Small body, enormous mental capacity. Hence, evolution equaled comedian.

But Azmuth wasn't laughing. No. He hadn't laughed in a long time. Generations of other creatures had come and gone in the time since he could last remember cracking a smile. A sleek blue starship was descending down through the atmosphere of his second Refuge Laboratory, and he was sorely tempted for a moment to activate the defenses surrounding his secret sanctum. After all, Xylene certainly deserved a little humiliation after the stunt she pulled the last time.

Azmuth was tempted. He resisted, although his yellow eyes stayed narrowed into slits. Why the Galactic Enforcers still felt like they could just stomp into his life whenever they felt like it was one of the many things that vexed him. The entire point of leaving Galvan Prime and sequestering himself into a hermetic existence was to get away from it all. To focus on pure research. To NOT be their cure-all.

The holographic monitors around him came to life in a brilliant emerald, and displayed a familiar hourglass symbol. Azmuth's eyes flared open. He blinked once or twice, and then stepped down from his hoverchair onto the floor. The Omnitrix was aboard Xylene's ship.

And that meant the boy was here too. Grimacing, Azmuth brought up another holoscreen and accessed the Omnitrix remotely. Tapping into the master control, he found it...stable. That solved one burning question, at least. The boy hadn't caused it to become a miniature hypernova in progress a second time. Perhaps he could learn. Oddly enough, a quick glance at the genetic data showed that the Omnitrix had recently scanned a new form to the Index.

Azmuth hadn't laughed in a long time, but surprise had afflicted him a few times since then. For the second time, his surprise came because of the un-evolved creature attached to his masterpiece.

He exhaled and dismissed the holoscreens, then held up his arms over his head as if to don a shirt. In a flash, his uni-flex suit was covered in a, by Galvanic proportions, rather distinguished robe of black and green. The last time he'd spoken with Ben Tennyson, wielder of the Omnitrix, he'd left the covering behind. This time, it felt appropriate.

Stepping onto a hoverdisc, Azmuth glided through the halls of his compound and made his way to the landing pad. The disc set down and disappeared, and Azmuth folded his hands behind his back, assuming a relaxed posture which still let every bit of wisdom and intelligence he possessed radiate out from him. It was mid-afternoon on this world, and the light from the enormous, yet relatively cool red giant star was just beginning to tinge deeper.

Xylene's ship touched down and the engines went silent. The bay doors opened and the boarding ramp descended at its usual angle. The Uxorite came down slowly, her cephalic tendrils waving ever so slightly in what Azmuth recognized as hesitation, and a fair amount of nervousness. The Galvan squinted one eye at her, and Xylene had the good sense to flinch.

"Before you ask, I didn't come here on my own behalf."

"I know." Azmuth said, already looking past her towards the other beings coming down the ramp. One, he expected. The second, he recognized from their last encounter. The third...

Azmuth glanced between a haunted and traumatized Ben Tennyson, his broken and injured cousin, and an older human with a swelled and battered nose. All of them looked like death warmed over, and Azmuth took a moment to collect his thoughts. With neither child speaking, he looked to the older human who had come with them. Compared to the two children, he was built like a brick wall. A crumbling one, though.

"You would have to be..."

"Max Tennyson." The gray-haired man replied. "Their grandfather."

Azmuth nodded. He already knew this, and spent a good half second mentally reviewing the Galactic Enforcer reports that mentioned him. Admirable traits for a human. But then, Ben Tennyson had many of the same qualities. He blinked once before responding. "Then perhaps you would care to tell me how the Omnitrix scanned a sample of Chimera Sui Generis DNA earlier." By the grave looks on the faces of his four visitors, Azmuth had a very good idea who the source donor was. The probability of it being Myax was less than 1 percent, given that she was a good 48,000 light years away working on another project of his.

Ben flinched. Gwen saw it and started to reach for him consolingly, only to freeze and withdraw her hand like it had been burned a moment later. Azmuth felt a worried lump begin to settle in his stomach.

Max Tennyson visibly swallowed. "Inside. Please."

Azmuth gave the request a very small amount of deliberation before unfolding his arms out from behind his back and gesturing for the laboratory's entrance. Max Tennyson gently put his hands on the shoulders of his grandchildren and ushered them forth, but Xylene didn't follow them in. Azmuth looked at her expectantly, and the Uxorite shook her head. "I'll just...wait out here. And...Azmuth?" The Galvan waited expectantly as she deliberated, and finally bowed her head. "Don't be...They're..." She stumbled through the sentence and finally sighed. "He's hurting enough." Though Azmuth didn't have the ability to read minds, he could pick up on emotional cues as well as anyone else, and offered a curt nod. He summoned up another hoverdisc and floated into his sanctum after the three humans.

True to her word, Xylene waited outside.

* * *

It had been her job to take the Omnitrix back to Azmuth close to three human years before. A special agent and a member of the Galactic Enforcers, Xylene was to bring the device back to its owner on Galvan Prime on one of the rare trips he made back home. She'd never arrived, though. Arguing against the decision, she had refused the request from him, and instead gone the other direction. Their window of opportunity to transfer it safely before Vilgax got wind of the Omnitrix closed shut, and then everything went to hell. Disgusted, Azmuth had returned to his first, more well hidden sanctum and waited.

And then the Omnitrix came online. He'd been expecting the signature to reflect Chimera Sui Generis DNA as the base template, but instead...it had been human. The Omnitrix had attached itself to a human, of all creatures in the galaxy. It had been a whirlwind after that, complete with a few harrowing seconds where the signal even went offline. And then the Omnitrix had come home. He had met Ben Tennyson.

Azmuth didn't make the Omnitrix to be a weapon. In truth, he had wanted to destroy the damned thing and bury another part of his past. But Ben Tennyson, a mere boy whose heart and spirit outshone everything else, gave him pause. And so instead of destroying the Omnitrix as he had intended...he had fixed it.

He had let Ben Tennyson, a 10 year old earthling, go back home with it.

Now a 12 year old Ben Tennyson was asking him to remove the Omnitrix and take it back. And the boy wouldn't...or couldn't...even tell him why.

"Are you certain, Benjamin?" Azmuth asked quietly. The brown-haired boy couldn't even look at him as he nodded in the affirmative. He didn't look at his cousin or grandfather either. He just stared at the floor, while his right hand rubbed at the skin around the Omnitrix. Azmuth risked a glance at Gwen and their grandfather, and both were as solemn as ever. So Azmuth sighed in defeat, nodded, and led Ben to a reclining chair that rose up out of the floor. A translucent scanning platform was perched on each armrest, and when Ben slumped into place, the left one came alive.

Bringing up a small holoscreen, Azmuth began perusing through the Omnitrix. The vast array of nanofibers that ran from the device and all through Ben's body not only served to anchor it properly and ensure proper transformations and default template restorations, but also acted as one very blatant security feature. To simply rip the Omnitrix from someone was to damage it beyond anyone's ability to repair, save for Azmuth himself. There were other...still very brutal methods...that one could use to remove it. In truth, the Galvan had always kept the "Detach" command very simple.

He had also never told anyone about it.

"You scanned Vilgax, didn't you?" Azmuth asked. He knew the answer with statistical certainty, but the sudden flinch from the otherwise mute hero told him enough, as did his secondary glance at Max. The elder human clenched a hand into a fist hard enough to blanch his skin white.

Azmuth gave his head a shake. "You don't have to do this, you know." His tiny fingers flew over the virtual keyboard in front of him. There were times being an enigmatic genius paid off. Nobody was paying very close attention to what he was doing. They probably thought this was all part of the Omnitrix separation process.

"I have to take it off." Ben said, so dully that Azmuth knew it wasn't the first or even the tenth time he'd said that particular phrase. And for Ben to say something so...so wrong...

Azmuth gave his head a shake. "Very well." He finished his work. It had been a good while since he'd last updated the Index anyways. It was a shame that it wouldn't be used. The Galvan opened his mouth once more, and with a few last taps to complete his final modifications, he spoke the command.

The Omnitrix responded immediately. The nanofiber ports retracted, and the spiderwebs were cleanly, and safely, severed. In a day or two, they would biodegrade and be absorbed into his body, leaving him none the worse for wear. The dial went dark, the clasp detached and separated, and the Omnitrix tumbled off of Ben Tennyson's left arm and clattered to the floor.

In the silence of Azmuth's laboratory, that metallic ring seemed to echo forever. Ben pulled himself out of the chair and knelt down beside the lifeless machine that had been so much of his life for so long. He held it there in his hands, staring at it with wide eyes. Like he couldn't believe it.

Azmuth saw Gwen walk over to Ben, touch his shoulder gently, and say something to him. Something about coming back outside. Looking at the sky before they left. Ben offered no reaction to hearing her, but a minute after she departed, the boy mutely walked past his grandfather and dropped the Omnitrix in Max's hands.

The door closed behind him, and Max Tennyson and Azmuth were finally alone.

* * *

The five inch tall Galvan and Max matched stares, with the once-retired Plumber craning his neck to the ground to keep Azmuth in view. It was Max's first time meeting the creator of the Omnitrix in person, and in spite of his expectations, he still found himself intimidated by the being that Xylene had called a "little troll." Max fingered the Omnitrix for a few seconds, but it was Azmuth who spoke first.

"Vilgax is no longer among the living, correct?"

Max crumbled a little. "No. Aside from..." He hefted the Omnitrix for emphasis. "...That look in his eyes. I wish I could take it away from him." He looked towards the door his grandchildren had gone through. "This shouldn't have happened. What they're feeling, what they saw, it..."

"Everyone responds to trauma differently." Azmuth observed. He conjured up a hoverdisc beneath his feet and floated up to Max's eye level. "But for as many years as you've been a warrior, you knew that."

And Max did know that. He'd seen some of the toughest, hardiest soldiers come out of a firefight shaken so badly they had to be shipped home to psych wards, and he'd also seen frail guys emerge from skirmishes with half their unit wiped out and still themselves. And then he'd seen the ones who had pieces of themselves chipped away over time, so gradually that when they snapped it seemed to come out of nowhere. And what Gwen and Ben were feeling now...

Max met Azmuth's stare again. "I always did wonder what sort of man created the Omnitrix."

"Hm." The Galvan didn't blink.

"...Why did you make the Omnitrix?"

"For the same reason I make every invention." Azmuth replied with a scowl, his gravelly voice chastising Max with a force he hadn't felt since his mother, or perhaps Jim. "Because I wanted to make the universe a better place. To help make bridges between species. And just like with everything else, people like you got their hands on it and turned it into something horrible. Until your grandson came into the picture, that was."

"I should have come along on that first trip." Max shook his head. "I was so worried about them."

"Hm." Azmuth said again. Max finally worked up enough ire to glare at the fellow.

"Is that all you can say, or are we just that boring to you?"

Azmuth shrugged. "The Omnitrix was never meant to fall into human hands. However, it did. And I was honestly quite impressed. That is why I let him keep the Omnitrix after I reset it. He may not have been using it for its intended purpose...but he was using it for noble ends. Having him here, I can see he is in pain." The Galvan made sure that Max was watching him closely. "There is no cure for what ails him. Or his cousin. Or you, for that matter. In time, perhaps, he will recover. But he isn't the same boy who came stumbling into my hidden workshop with the equivalent of a dying star on his forearm."

"I wasn't expecting a magic bullet." Max answered. "But...what do I say to them? I tried to soften the blow, and it backfired on me. They're worse now than they were right after we found each other. After Ben..." Max choked up again, and did his best to ignore the burning sensation in his eyes. Feeling the weight of the universe in his hands, Max held out the Omnitrix towards Azmuth. "Take it."

Azmuth tilted his head to the side and considered the request. "Is your world safer than it was before? Is the galaxy any less wild?"

"...No. But I thought that you would be happy to take it back."

Azmuth grunted again and gave his head a shake. "I left it with Benjamin Tennyson."

"He won't wear it."

"Then tell him to keep it." Azmuth instructed Max. "He is hurting today, but the Omnitrix is still his. Whether he wears it or hides it away, it is his now."

"I want him to be safe, Azmuth. I want them both to be safe." Max insisted. The Galvan shrugged again.

"Your grandson taught me something, Max. For years, I sequestered myself away, tired of the machinations of everyone around me. But you can't escape it. You can't hide from it. That's the crux of our existence. Mine. Yours. His. Ignoring the world won't protect you from it. You want him to be safe? Help him recover. And then help him get back up on his feet again. And if you can't, his cousin will."

Max swallowed down a lump in his throat, hoping that Azmuth was right. It was a little ridiculous that Azmuth and his sister would say nearly the same thing. That it was too late. That for better or worse, Ben and Gwen were a part of the life he could never leave behind. It was all happening so fast, gone so wrong so quickly. He wanted things to just return to normal, but somehow he knew that they wouldn't. Things had gone too far, and Ben and Gwen would never be the same again.

"I just...I'm so tired. I need to be strong for them, but I'm getting old. I should be stronger than I am."

"I believe that there is a saying which crosses species." Azmuth said. "You're only as old as you feel."

And as terrible as Max felt, still smarting from a recently reset broken nose, he had to let out a sad, sharp little laugh at that. He felt terrible. "And how old do you feel then, Azmuth?"

The Galvan scientist gave the question five full seconds of contemplation. Bit by bit, all the failures in his life, all his successes that had become warped and twisted were heaped upon one another. The Null Void. The Omnitrix. The Galactic Enforcers. And countless more, including today. The look on the faces of those two children was a spike of agony.

The slight drop in his shoulders went unnoticed by Max. His response didn't.

"Today, I feel...very old." Azmuth admitted. "Very old indeed."


End file.
